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1. INTRODUCTION

This Schedule B forms part of the Smackdab Inc. Solution & Affiliate Partner Agreement (“S&A Agreement”) and details the specific requirements and benefits for each Partner Tier. In the event of any conflict between this Schedule B and the S&A Agreement, this Schedule B shall prevail with respect to Partner Tier requirements and benefits. Capitalized terms not defined herein shall have the meanings ascribed to them in the S&A Agreement or the General Agreement.

2. AFFILIATE PARTNER TIERS

2.1. Standard Affiliate

2.1.1. Requirements

  • No minimum performance requirements

  • Completion of basic Smackdab product training (available online through the Partner Portal)

  • Compliance with all terms of the S&A Agreement and General Agreement

  • Maintenance of accurate Partner profile information in the Partner Portal

2.1.2. Benefits

  • Standard Commission rates as set forth in Schedule A, Section 2.1

  • Basic Partner Portal access

  • Standard marketing materials

  • Basic reporting tools

  • Email support with 2 business day response time

2.2. Silver Affiliate

2.2.1. Requirements

  • At least 5 Qualified Sales per quarter (measured according to Section 6.2 of the S&A Agreement)

  • Minimum of $25,000 USD in annual subscription revenue from referred Clients (or equivalent in local currency as determined by the prevailing exchange rate on the last day of the measurement period)

  • At least 6 months as a Standard Affiliate in good standing

  • Completion of intermediate Smackdab product training (available online through the Partner Portal)

  • Compliance with all terms of the S&A Agreement and General Agreement

  • Maintenance of Client satisfaction rating of at least 3.5/5.0 as measured by Smackdab’s standardized Client satisfaction surveys

2.2.2. Benefits

  • Higher Commission rates as set forth in Schedule A, Section 2.1

  • Enhanced Partner Portal access

  • Advanced reporting tools

  • Listing in Smackdab’s partner directory

  • Invitation to select Partner events

  • Email support with 1 business day response time

  • Quarterly business review with Smackdab partner team

2.3. Gold Affiliate

2.3.1. Requirements

  • At least 10 Qualified Sales per quarter (measured according to Section 6.2 of the S&A Agreement)

  • Minimum of $100,000 USD in annual subscription revenue from referred Clients (or equivalent in local currency as determined by the prevailing exchange rate on the last day of the measurement period)

  • At least 6 months as a Silver Affiliate in good standing

  • Completion of advanced Smackdab product training (available online through the Partner Portal)

  • Development of at least 2 co-marketing activities per year in accordance with Appendix 2

  • Compliance with all terms of the S&A Agreement and General Agreement

  • Maintenance of Client satisfaction rating of at least 4.0/5.0 as measured by Smackdab’s standardized Client satisfaction surveys

2.3.2. Benefits

  • Premium Commission rates as set forth in Schedule A, Section 2.1

  • Priority listing in Smackdab’s partner directory

  • Co-marketing opportunities and marketing development funds as specified in Section 6 of Appendix 2

  • Access to beta features

  • Invitation to all Partner events

  • Dedicated affiliate support contact

  • Priority email support with 4 business hour response time

  • Monthly business review with Smackdab partner team

  • Early access to new product announcements

3. SOLUTION PARTNER TIERS

3.1. Authorized Partner

3.1.1. Requirements

  • At least 1 Smackdab-certified individual (certification process detailed in Section 4)

  • Completion of Authorized Partner onboarding program

  • Professional liability insurance ($1M minimum coverage) from a reputable insurance provider

  • Compliance with all terms of the S&A Agreement and General Agreement

  • Maintenance of accurate Partner profile information in the Partner Portal

3.1.2. Benefits

  • Standard Commission rates as set forth in Schedule A, Section 2.2

  • Basic implementation support

  • Partner Portal access

  • Training and certification options

  • Standard marketing materials

  • Basic demo account

  • Email support with 1 business day response time

3.2. Silver Partner

3.2.1. Requirements

  • At least 2 Smackdab-certified individuals (certification process detailed in Section 4)

  • 5 Qualified Sales per quarter (measured according to Section 6.2 of the S&A Agreement)

  • Minimum of $50,000 USD in annual subscription revenue from referred Clients (or equivalent in local currency as determined by the prevailing exchange rate on the last day of the measurement period)

  • At least 6 months as an Authorized Partner in good standing

  • Minimum of 3 successful implementations documented in the Partner Portal

  • Maintenance of Client satisfaction rating of at least 4.0/5.0 as measured by Smackdab’s standardized Client satisfaction surveys

  • Professional liability insurance ($1M minimum coverage) from a reputable insurance provider

  • Compliance with all terms of the S&A Agreement and General Agreement

3.2.2. Benefits

  • Higher Commission rates as set forth in Schedule A, Section 2.2

  • Enhanced implementation support

  • Advanced training and certification options

  • Listing in Smackdab’s partner directory

  • Co-marketing opportunities

  • Full-featured demo account

  • Invitation to Partner events

  • Dedicated support contact

  • Email support with 8 business hour response time

  • Access to implementation best practices and templates

3.3. Gold Partner

3.3.1. Requirements

  • At least 3 Smackdab-certified individuals, including:

    • 1 certified solution architect

    • 1 certified implementation specialist

    • 1 certified support specialist (certification process detailed in Section 4)

  • 10 Qualified Sales per quarter (measured according to Section 6.2 of the S&A Agreement)

  • Minimum of $150,000 USD in annual subscription revenue from referred Clients (or equivalent in local currency as determined by the prevailing exchange rate on the last day of the measurement period)

  • At least 6 months as a Silver Partner in good standing

  • Minimum of 10 successful implementations documented in the Partner Portal

  • Maintenance of Client satisfaction rating of at least 4.5/5.0 as measured by Smackdab’s standardized Client satisfaction surveys

  • Participation in product feedback sessions (minimum 2 per year)

  • Professional liability insurance ($1M minimum coverage) from a reputable insurance provider

  • Compliance with all terms of the S&A Agreement and General Agreement

3.3.2. Benefits

  • Premium Commission rates as set forth in Schedule A, Section 2.2

  • Authorization to resell Services (optional) in accordance with Section 2.3.2 of the S&A Agreement

  • Priority listing in Smackdab’s partner directory

  • Premium co-marketing opportunities and marketing development funds as specified in Section 6 of Appendix 2

  • Access to beta features and product roadmap

  • Advanced demo environment

  • Dedicated partner manager

  • Priority support with 4 business hour response time

  • Quarterly business planning sessions

  • Access to implementation accelerators and custom tools

  • Invitations to exclusive partner events

3.4. Platinum Partner

3.4.1. Requirements

  • At least 5 Smackdab-certified individuals, including:

    • 2 certified solution architects

    • 2 certified implementation specialists

    • 1 certified support specialist (certification process detailed in Section 4)

  • 20 Qualified Sales per quarter (measured according to Section 6.2 of the S&A Agreement)

  • Minimum of $300,000 USD in annual subscription revenue from referred Clients (or equivalent in local currency as determined by the prevailing exchange rate on the last day of the measurement period)

  • At least 6 months as a Gold Partner in good standing

  • Minimum of 20 successful implementations documented in the Partner Portal

  • Maintenance of Client satisfaction rating of at least 4.7/5.0 as measured by Smackdab’s standardized Client satisfaction surveys

  • Strategic business plan with Smackdab, updated annually

  • Participation in Smackdab’s partner advisory council

  • Professional liability insurance ($2M minimum coverage) from a reputable insurance provider

  • Compliance with all terms of the S&A Agreement and General Agreement

3.4.2. Benefits

  • Highest Commission rates as set forth in Schedule A, Section 2.2

  • Authorization to resell Services (optional) in accordance with Section 2.3.2 of the S&A Agreement

  • Premier listing in Smackdab’s partner directory

  • Premium co-marketing opportunities and marketing development funds as specified in Section 6 of Appendix 2

  • Early access to beta features and product roadmap input

  • Multiple demo environments

  • Executive sponsor from Smackdab leadership team

  • Priority support and escalation path with 2 business hour response time

  • Joint business planning sessions

  • Co-development opportunities

  • Customer success management training and certification

  • Invitation to exclusive executive events

4. TECHNICAL CERTIFICATION REQUIREMENTS

4.1. Certification Types

4.1.1. Smackdab Certified Associate

  • Basic product knowledge and functionality

  • Implementation fundamentals

  • Basic troubleshooting skills

  • Required for all technical staff at Authorized Partner level

  • Valid for one (1) year from date of certification

4.1.2. Smackdab Certified Professional

  • Advanced product knowledge

  • Complex implementation scenarios

  • Advanced troubleshooting

  • Required for technical staff at Silver Partner level

  • Valid for one (1) year from date of certification

4.1.3. Smackdab Certified Solution Architect

  • Enterprise architecture planning

  • Complex integrations

  • Advanced customization

  • Performance optimization

  • Required for solution architects at Gold and Platinum Partner levels

  • Valid for one (1) year from date of certification

4.1.4. Smackdab Certified Implementation Specialist

  • Advanced deployment strategies

  • Data migration expertise

  • Custom configuration development

  • Quality assurance methodologies

  • Required for implementation specialists at Gold and Platinum Partner levels

  • Valid for one (1) year from date of certification

4.1.5. Smackdab Certified Support Specialist

  • Advanced troubleshooting

  • Client success management

  • Proactive monitoring and maintenance

  • Support best practices

  • Required for support specialists at Gold and Platinum Partner levels

  • Valid for one (1) year from date of certification

4.2. Certification Process

4.2.1. Training Requirements

  • Completion of required training courses for each certification level

  • Online learning modules

  • Hands-on labs

  • Instructor-led sessions (virtual or in-person)

  • All training and certification materials will be provided in English; Partners are responsible for any translation needs

4.2.2. Examination

  • Online proctored exam

  • Minimum passing score of 80%

  • Practical assessment for higher-level certifications

  • Up to three (3) exam attempts permitted within a 90-day period

  • Examinations are conducted in English; Partners requiring accommodations for non-English speakers should contact Smackdab’s Partner Team

4.2.3. Certification Renewal

  • Annual renewal required

  • Completion of continuing education credits (minimum 10 hours per year)

  • Passing updated examination

  • Renewal process must be initiated at least 30 days prior to certification expiration

  • Failure to renew certifications within 30 days of expiration will require complete recertification

4.2.4. Certification Verification and Compliance Monitoring

  • Smackdab maintains a centralized certification database accessible via the Partner Portal

  • Partners must maintain accurate records of all certified individuals

  • Smackdab will conduct quarterly audits to verify certification compliance

  • Partners must notify Smackdab within 10 business days if a certified individual leaves their organization

4.2.5. Certification Equivalency Program

  • Partners may request evaluation of third-party certifications for potential equivalency

  • Requests must be submitted through the Partner Portal with supporting documentation

  • Smackdab will evaluate requests within 15 business days

  • Approved equivalencies may require supplemental Smackdab-specific training

5. PERFORMANCE METRICS AND REQUIREMENTS

5.1. Sales Performance Metrics

5.1.1. Qualified Sales Count

Minimum number of new Client acquisitions per quarter as specified for each Partner Tier and measured according to the criteria in Section 6.2 of the S&A Agreement.

5.1.2. Revenue Generation

Minimum annual subscription revenue from referred Clients as specified for each Partner Tier. Revenue will be calculated based on the actual amounts paid by Clients to Smackdab (or to Partner, in the case of resellers) excluding taxes, implementation fees, and other non-subscription charges.

5.1.3. Client Retention Rate

Minimum percentage of Clients that renew their subscriptions:

  • 80% for Silver tier (both Affiliate and Solution Partners)

  • 85% for Gold tier (both Affiliate and Solution Partners)

  • 90% for Platinum tier (Solution Partners)

  • Measured on a rolling 12-month basis

5.1.4. Average Contract Value

Target average contract value by Partner Tier:

  • Standard/Authorized: No minimum

  • Silver: $10,000 USD annual contract value (or equivalent in local currency)

  • Gold: $15,000 USD annual contract value (or equivalent in local currency)

  • Platinum: $20,000 USD annual contract value (or equivalent in local currency)

  • Calculated based on first-year subscription value excluding taxes, implementation fees, and other non-subscription charges

5.2. Technical Performance Metrics (Solution Partners Only)

5.2.1. Implementation Success Rate

Percentage of implementations completed on time and within budget:

  • Authorized Partner: 80%

  • Silver Partner: 85%

  • Gold Partner: 90%

  • Platinum Partner: 95%

  • Measured on a rolling 12-month basis and documented in the Partner Portal

5.2.2. Client Satisfaction Ratings

Average satisfaction score from Client surveys:

  • Authorized Partner: 3.5/5.0

  • Silver Partner: 4.0/5.0

  • Gold Partner: 4.5/5.0

  • Platinum Partner: 4.7/5.0

  • Based on standardized Client satisfaction surveys administered by Smackdab following implementation and on a quarterly basis thereafter

5.2.3. Support Response Time

Maximum initial response time for support inquiries:

  • Authorized Partner: 8 business hours

  • Silver Partner: 6 business hours

  • Gold Partner: 4 business hours

  • Platinum Partner: 2 business hours

  • Measured from the time a support request is received to the time an initial response is provided

5.2.4. Support Ticket Resolution Time

Average time to resolve Client support issues:

  • Authorized Partner: 3 business days

  • Silver Partner: 2 business days

  • Gold Partner: 1 business day

  • Platinum Partner: 4 business hours

  • Measured from the time a support request is received to the time the issue is resolved or a workaround is provided

5.2.5. Performance Metric Documentation and Reporting

  • Smackdab will provide Partners with monthly performance reports via the Partner Portal

  • Partners may contest metric calculations by submitting a written dispute within 10 business days

  • Disputed metrics will be reviewed by Smackdab within 10 business days

  • Smackdab’s determination following review shall be binding unless Partner initiates the formal dispute resolution process under Section 9 of the General Agreement

6. TIER ASSESSMENT PROCESS

6.1. Performance Evaluation Period

6.1.1. Regular Assessment

Partner Tier status will be evaluated quarterly based on the previous quarter’s performance metrics. The assessment will include both quantitative metrics (e.g., sales, revenue) and qualitative factors (e.g., Client satisfaction, compliance with agreements).

6.1.2. Evaluation Dates

  • Q1 Assessment: April 15

  • Q2 Assessment: July 15

  • Q3 Assessment: October 15

  • Q4 Assessment: January 15

  • Assessment results will be communicated to Partners within 10 business days after each evaluation date

6.1.3. Assessment Documentation and Transparency

  • All metrics used in tier assessments will be visible to Partners in the Partner Portal in real-time

  • Assessment methodologies and calculations will be documented and accessible to Partners

  • Partners will receive advance notification of any changes to assessment methodologies at least 60 days before implementation

6.2. Tier Promotion Process

6.2.1. Eligibility Requirements

  • Meeting or exceeding all quantitative requirements for the next tier for at least one full quarter

  • Compliance with all qualitative requirements for the next tier

  • Completion of all certification requirements for the next tier

  • Good standing with respect to all contractual obligations

  • No unresolved material breaches of the S&A Agreement or General Agreement

6.2.2. Promotion Request Process

  • Partner submits promotion request through Partner Portal

  • Smackdab reviews request within 15 business days

  • If approved, new tier status becomes effective on the first day of the following month

  • If denied, Smackdab will provide written explanation including specific deficiencies preventing promotion

6.2.3. Automatic Promotion Consideration

  • Partners who meet all requirements for a higher tier for two consecutive quarters will be automatically considered for promotion

  • Smackdab will notify eligible Partners of automatic consideration

  • Partners may opt out of automatic promotion by notifying Smackdab in writing

6.3. Tier Downgrade Process

6.3.1. Downgrade Conditions

  • Failure to maintain the requirements of current tier for two consecutive quarters

  • Material breach of the S&A Agreement or General Agreement

  • Consistent failure to meet Client satisfaction metrics (below required threshold for two consecutive quarters)

  • Failure to maintain required certifications

  • Failure to maintain required insurance coverage

6.3.2. Downgrade Notice

  • Smackdab will provide written notice of potential downgrade after the first quarter of non-compliance

  • Notice will include specific deficiencies and required remediation steps

  • Partner will have the subsequent quarter to remediate deficiencies

  • Smackdab will provide reasonable assistance to Partners working to remediate deficiencies

6.3.3. Downgrade Effect

  • If deficiencies are not remediated by the end of the second consecutive quarter, Partner will be downgraded to the next lower tier

  • Downgrade will be effective on the first day of the month following the assessment

  • Commission rates and benefits will be adjusted to reflect the new tier

  • Downgraded Partners may not apply for reinstatement for at least one full quarter following downgrade

6.3.4. Downgrade Appeal Process

  • Partner may appeal a downgrade decision within 10 business days of receiving downgrade notice

  • Appeal must be submitted in writing to Smackdab’s Partner Program Team

  • Appeal must include supporting documentation addressing the specific deficiencies

  • Smackdab will review appeal and issue a decision within 15 business days

  • During the appeal period, Partner will retain their current tier status

  • Smackdab’s determination following appeal shall be binding unless Partner initiates the formal dispute resolution process under Section 9 of the General Agreement

6.4. Reinstatement Process

6.4.1. Eligibility for Reinstatement

Partner may apply for reinstatement to a previous tier after:

  • Meeting all requirements for the previous tier for one full quarter after downgrade

  • Addressing all deficiencies that led to the downgrade

  • Submitting a remediation plan describing how the Partner will maintain compliance

6.4.2. Reinstatement Request Process

  • Partner submits reinstatement request through Partner Portal

  • Request must include documentation demonstrating compliance with requirements

  • Smackdab reviews request within 15 business days

  • If approved, reinstated tier status becomes effective on the first day of the following month

  • If denied, Smackdab will provide written explanation including specific deficiencies preventing reinstatement

7. EXCEPTIONS AND SPECIAL CIRCUMSTANCES

7.1. New Market Entry

7.1.1. Modified Requirements

For Partners entering new geographic markets (as designated by Smackdab):

  • Qualified Sales requirements reduced by 50% for the first 6 months

  • Revenue generation requirements reduced by 50% for the first 6 months

  • Certification timeline extended by 3 months

  • Client satisfaction metric threshold reduced by 0.5 points for the first 6 months

7.1.2. Designated New Markets

  • Currently limited to markets within the United States

  • International markets will be added following Smackdab’s international expansion in 2026

  • Smackdab will provide at least 60 days’ notice before adding or removing a New Market Territory designation

7.1.3. Documentation Requirements for New Market Designation

  • Partners must submit a New Market Entry plan through the Partner Portal

  • Plan must include market analysis, go-to-market strategy, and resource allocation

  • Smackdab will review and approve or deny the plan within 15 business days

  • Approved Partners will receive written confirmation of modified requirements

7.2. Business Disruption Accommodations

7.2.1. Force Majeure Events

Modified requirements may be applied during periods of significant business disruption due to:

  • Natural disasters affecting Partner’s region

  • Public health emergencies

  • Civil unrest or political instability

  • Economic crises

  • Other events qualifying as Force Majeure under Section 11.8 of the General Agreement

7.2.2. Accommodation Process

  • Partner submits accommodation request through Partner Portal within 10 business days of the disruption

  • Request must include documentation of disruption and impact on Partner’s business

  • Documentation may include government declarations, news reports, financial impact statements, or other relevant evidence

  • Smackdab reviews request within 10 business days

  • If approved, accommodations will be documented in writing and effective for a specified period

  • Accommodations may include temporary reduction in requirements, extended timelines, or alternative performance metrics

7.2.3. Accommodation Scope and Duration

  • Accommodations will be tailored to the specific circumstances of the disruption

  • Initial accommodation period will not exceed 90 days

  • Partner may request extension with additional documentation

  • Smackdab will review extension requests within 10 business days

  • Maximum accommodation period will not exceed 180 days without executive approval

7.3. Strategic Partnership Designations

7.3.1. Eligibility Criteria

Smackdab may designate certain Partners as Strategic Partners based on:

  • Unique expertise in a strategic industry vertical

  • Exclusive access to a strategic market segment

  • Proprietary technology that enhances Smackdab’s Services

  • Other unique value propositions

  • Minimum annual revenue commitment of $500,000 USD

7.3.2. Modified Requirements

Strategic Partners may receive customized tier requirements and benefits as documented in a written amendment to the S&A Agreement. Such modifications may include:

  • Adjusted sales targets

  • Customized certification requirements

  • Specialized marketing programs

  • Enhanced Commission rates

  • Dedicated resources

7.3.3. Application and Approval Process

  • Partner submits Strategic Partnership application through the Partner Portal

  • Application must include comprehensive business case and value proposition

  • Smackdab will review applications within 30 business days

  • Approved Strategic Partners will receive a written amendment to the S&A Agreement

  • Strategic Partnership designations will be reviewed annually

7.4. Mergers, Acquisitions, and Corporate Restructuring

7.4.1. Notification Requirements

  • Partner must notify Smackdab in writing within 30 days of any merger, acquisition, or significant corporate restructuring

  • Notification must include relevant details of the transaction and impact on Partner’s operations

  • Partner must provide updated documentation including legal name, tax information, and authorized signatories

7.4.2. Tier Status Following Corporate Changes

  • When two Partners merge, the surviving entity will initially retain the higher tier status for 90 days

  • When a Partner acquires a non-Partner entity, the Partner will retain its current tier status

  • When a Partner is acquired by a non-Partner entity, tier status will be evaluated based on the new entity’s ability to meet requirements

  • Smackdab will conduct a comprehensive review and issue a determination within 30 days of notification

8. LEGAL ENFORCEABILITY PROVISIONS

THE PARTNER TIER SYSTEM IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. SMACKDAB RESERVES THE RIGHT TO MODIFY TIER REQUIREMENTS, BENEFITS, AND EVALUATION CRITERIA AT ANY TIME IN ACCORDANCE WITH SECTION 11.5 OF THE GENERAL AGREEMENT. SMACKDAB MAKES NO GUARANTEE REGARDING PARTNER’S ABILITY TO QUALIFY FOR OR MAINTAIN ANY PARTICULAR TIER.

8.1. Data Protection and Privacy

8.1.1. Smackdab collects and processes certain data to administer the Partner Tier system, including:

  • Partner performance metrics

  • Client satisfaction data

  • Certification records

  • Financial information related to qualification criteria

8.1.2. All data collection and processing activities shall comply with:

  • Smackdab’s Privacy Policy available at https://smackdab.ai/legal/privacy-policy

  • Data protection provisions in Section 10 of the General Agreement

  • Applicable data protection laws including but not limited to the California Consumer Privacy Act (CCPA/CPRA)

8.1.3. Partners acknowledge that Smackdab may use aggregated and anonymized performance data for program improvement, benchmarking, and analytical purposes.

⚠️ ATTORNEY REVIEW NOTE: Review data protection provisions to ensure adequate compliance with evolving state privacy laws and preparation for international expansion in 2026. Consider additional provisions for GDPR compliance in anticipation of international expansion.

8.2. Deadlines and Notifications

Partner must complete all tier qualification requirements by the last day of each assessment period. Smackdab will notify Partner of tier assessment results within fifteen (15) business days after the end of each assessment period. Partner must submit any appeal of tier assessment results within ten (10) business days of receiving the assessment notification.

8.3. Dispute Resolution

Any dispute regarding tier assessment, qualification, promotion, or downgrade shall be resolved in accordance with Section 9 of the General Agreement. Before initiating formal dispute resolution, Partner and Smackdab shall engage in good faith discussions at the executive level for a period of at least twenty (20) days to attempt to resolve the dispute.

8.4. Documentation and Record-Keeping Requirements

8.4.1. Partner shall maintain complete and accurate records related to all tier qualification requirements, including but not limited to:

  • Sales records

  • Client satisfaction documentation

  • Certification records

  • Insurance policies

  • Performance metric data

8.4.2. Partner shall retain such records for at least three (3) years following the end of the relevant assessment period.

8.4.3. Upon reasonable notice and during regular business hours, Smackdab may audit Partner’s records to verify compliance with tier requirements. Such audits shall not occur more than once per calendar year unless Smackdab has reasonable cause to suspect non-compliance.

8.5. Legal Compliance

Partner acknowledges and agrees that all tier qualification activities must comply with all applicable laws, including but not limited to:

  • Anti-bribery and anti-corruption laws

  • Competition and antitrust laws

  • Consumer protection laws

  • Privacy and data protection laws

  • Export control laws

⚠️ ATTORNEY REVIEW NOTE: Review anti-competition and antitrust compliance language to ensure the tier system doesn’t inadvertently create market allocation or discriminatory practices that could violate federal antitrust laws or state unfair competition laws.

8.6. Governing Law and Jurisdiction

This Schedule shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising out of or relating to this Schedule shall be brought exclusively in the federal or state courts located in Collier County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

8.7. Entire Agreement and Severability

This Schedule, together with the S&A Agreement, General Agreement, and other incorporated documents, constitutes the entire agreement between the parties regarding Partner Tier qualification criteria. If any provision of this Schedule is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

8.8. International Expansion Provisions

8.8.1. In preparation for Smackdab’s international expansion in 2026, the following provisions shall apply:

8.8.2. Regional Adaptations: Smackdab will develop region-specific tier requirements that account for:

  • Market maturity differences

  • Currency equivalents and purchasing power parity

  • Regional legal and regulatory requirements

  • Local business practices and customs

8.8.3. Currency Equivalents: For non-USD markets, revenue requirements will be calculated using:

  • The prevailing exchange rate on the last day of the measurement period; or

  • Purchasing power parity adjustments for developing markets

8.8.4. Certification Equivalents: International certifications will be evaluated based on:

  • Equivalence to Smackdab’s certification standards

  • Relevance to local market requirements

  • Language adaptations and accessibility

⚠️ ATTORNEY REVIEW NOTE: Comprehensive review of international expansion provisions is required to ensure they adequately address cross-border transactions, international taxation, and regional regulatory compliance. Consider engaging local counsel in key target markets for international expansion to review these provisions prior to implementation.

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